Tag: Role of the Board

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GSK in China: 13 Years Later

GSK In China: 13 Years Later – Where Was the Board? Director Oversight and Doing Business in China

Thirteen years after the GSK China scandal exploded onto the global stage, its lessons remain as urgent as ever for compliance professionals and business leaders. In this podcast series, we revisit the case not simply as corporate history, but as a living cautionary tale about culture, incentives, third parties, investigations, and governance. Each episode explores what went wrong, why it went wrong, and how those failures still echo in today’s compliance and ethics landscape. Join me as we unpack the scandal and draw practical lessons for building stronger, more resilient organizations. This episode examines why major bribery scandals occur “under the board’s nose,” using GSK as a launching point to explain directors’ legal and practical compliance responsibilities.

It traces oversight duties under Delaware law, highlighting Caremark’s good-faith duty to ensure information and reporting systems, Stone v. Ritter’s standard for liability for sustained or systematic oversight failure, and the business judgment rule. It contrasts “check-the-box” programs with risk-based oversight via the Piat case, where formal compliance masked illegal conduct embedded in business plans. The discussion ties board expectations to FCPA guidance hallmarks, emphasizing tone at the top, empowered compliance functions with direct board access, DOJ/SEC scrutiny, and SEC Reg. S-K 407 risk-oversight disclosures, and potential disgorgement. It then focuses on China as a high-risk environment, third-party intermediary exposure, and M&A “deal-breaker” dilemmas requiring rigorous pre- and post-acquisition diligence, concluding with the paradox that boards may be incentivized toward plausible deniability. Our hosts are Timothy and Fiona.

Key highlights:

  • Compliance Starts at the Top
  • Caremark Duty Explained
  • FCPA Hallmarks for Boards
  • Passive Board Era Ends
  • Plausible Deniability Paradox

Resources:

GSK in China: A Game Changer for Compliance on Amazon.com

GSK in China: Anti-Bribery Enforcement Goes Global on Amazon.com

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Ed. Note: Notebook LM created the voices of the hosts, Timothy and Fiona, based on text written by Tom Fox

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Innovation in Compliance

Building a Stronger Culture of Compliance Through Targeted and Effective Training: Part 5 – The Role of the Board

Welcome to a special 5 part podcast series on building a stronger culture of compliance through targeted and effective training, sponsored by Diligent. Over this series, I will visit with Kunal Agrawal, Director of Customer Success at Diligent; Kevin McCoy, Customer Success Manager at Diligent; Jessica Czeczuga, Director, Compliance and Ethics at Diligent; Andrew Rincón, Client Director at Diligent; and David Greenberg, former CEO and Special Advisor at LRN and Director at International Seaways. Over this series, we will consider the importance of ongoing communications, the value of targeted training, training third parties, and the role of the Board of Directors. In this concluding Part 5, we consider the role of the Board of Directors in a compliance program with David Greenberg.

In this episode, Greenberg discusses the board’s legal obligations, emphasizing their duty to exercise reasonable oversight over potential misconduct and failures of compliance with law and policy. The podcast also delves into the importance of integrating compliance programs into a company’s overall strategy and developing strong relationships with senior management, such as the chief legal officer or chief compliance officer. Listeners will learn the importance of finding the right committee to oversee compliance obligations and utilizing outside experts for insight and guidance. This conversation is essential for board members and executives who want to ensure accountability, initiate change, and drive organizational success. Don’t miss out on this informative and engaging episode of “The Role of the Board” episode.

Key Highlights:

  • Legal obligations and oversight for corporate boards
  • Importance of integrating compliance into the company culture
  • Board Oversight and Relationship Building with CCO
  • The Significance of Outside Perspectives for Boards

Notable Quotes:

“There is a strong obligation on boards to exercise reasonable oversight over all potential misconduct and failures of compliance law and policy should a reasonable board has known and taken steps…should that body have known and should it have done more than it did.”

“Boards principally should be asking tough questions and following up on those questions.”

“Anything that is not integrated into the real levers and machinery of the business will not be successful.”

“That chief compliance officer who knows the head of the audit committee or compliance committee or governance committee is much more able and comfortable picking up the phone and saying to the chair, Houston, we’ve got a problem.”

For more information go to Diligent.com

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Role of the Board of Compliance

Episode 02: Marchand (Blue Bell Ice Cream) with Tom Fox and Jonathan Marks

Understanding risk means understanding your business.

Tom Fox and Jonathan Marks discuss the Blue Bell Ice Cream case, what went wrong, the lessons that compliance officers and board members can learn and apply, suggest how to improve your business’s governance, and how to be wary of red flags.

▶️ Marchand (Blue Bell Ice Cream) with Tom Fox and Jonathan Marks

Key points discussed in the episode:

✔Tom Fox lays out the facts of the Blue Bell Ice Cream case.

✔Jonathan Marks emphasizes the importance of enterprise-wide risk management and identifying key risks by deeply understanding your business.

✔Members of boards and committees should be carefully considered, must be conscious of the laws and regulations, and proactively ask questions to ensure safe products and services.

✔Jonathan Marks shares his opinions on the court verdict on Blue Bell’s CEO Paul Kruse’s responsibility for the listeria outbreak.

✔ Jonathan Marks highlights the gravity of disclosing red flags earlier so they can be corrected, preventing further damage, and continuing enterprise risk management programs, taking the shame out of it.

✔Tom Fox presents what the Delaware Supreme Court said about the case.

✔When safety issues arise, assess the situation quickly and communicate it among those responsible. Be prepared and have a crisis management plan in place if there isn’t any. 

✔Risk drives compliance. Ensure the board is informed. Risk assessment is the foundation of any compliance program.

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Do you have a podcast (or do you want to)? Join the only network dedicated to compliance, risk management, and business ethics, the Compliance Podcast Network. For more information, contact Tom Fox at tfox@tfoxlaw.com.

 

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Role of the Board of Compliance

Caremark

Tom Fox and Jonathan T. Marks kick off the series with a deep dive into the 1996 Caremark decision, the 2006 Stone v. Ritter resolution, and the compliance lessons companies and board members can learn from the facts and patterns of these fundamental cases.

▶️ Caremark with Tom Fox and Jonathan T. Marks

Key points discussed in the episode:

  1. Tom Fox gives a brief background on the Caremark case.
  2. Jonathan T. Marks describes how ethical behavior is the backbone of an organization and how this case defined the importance of having proper oversight monitoring.
  3. Tom Fox lays out Caremark’s penalties. He describes the Stone v. Ritter facts, how the bank was sued for failure to perform due diligence on fraudulent investors and violating the Bank Secrecy Act. These schemes follow a pattern that has been seen repeatedly. It has also defined the duties of board members: avoiding negligence and arising from failures.
  4. Jonathan T. Marks explains how fundamentals made their way into compliance laws in other countries, how guidelines are warning shots for companies to clean up, and urging companies to step up.
  5. The Caremark doctrine later refined two conditions for director liability and emphasized why boards must actively engage in oversight.
  6. Board members must get down to the nitty-gritty of what is truly happening in their organizations, ask tough questions, do a deeper self-assessment, and stop refusing to avoid problems and the ugly truth.

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Do you have a podcast (or do you want to)? Join the only network dedicated to compliance, risk management, and business ethics, the Compliance Podcast Network. For more information, contact Tom Fox at tfox@tfoxlaw.com.

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Role of the Board of Compliance

Introduction to the Role of the Board In Compliance

This is Tom Fox, The Compliance Evangelist.

I want to welcome you to a new special video podcast series I’m doing with my co-host, Jonathan T. Marks, from Baker Tilly.

In this podcast series, we’ll look at the changing and expanding obligations of the boards of directors of U.S. public companies around compliance, known as the Caremark Doctrine. We’ll discuss how and when it was created and what it means for the modern corporate board in 2022.

It will be a fascinating exploration of a series of law cases from Delaware, which has greatly changed the obligations of boards of directors and made them enter global parts of a corporate compliance program.

I hope you will join us and see how the requirements of Caremark have strengthened corporate compliance programs, made boards of directors more effective, and how all of this ties directly into modern ESG.

Thanks so much for listening.

Stay tuned and enjoy the Role of the Board in Compliance.